Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | Aeries Technology, Inc. |
Entity Central Index Key | 0001853044 |
Entity Tax Identification Number | 98-1587626 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 60 Paya Lebar Road |
Entity Address, Address Line Two | #08-13 |
Entity Address, Address Line Three | Paya Lebar Square |
Entity Address, City or Town | Singapore |
Entity Address, Postal Zip Code | 409051 |
City Area Code | 919 |
Local Phone Number | 228-6404 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 190 Elgin Avenue |
Entity Address, City or Town | George Town |
Entity Address, Country | KY |
Entity Address, Postal Zip Code | KY1-9008 |
City Area Code | 919 |
Local Phone Number | 228-6404 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | |||
Cash | $ 8,412 | $ 48,126 | $ 503,204 |
Prepaid expenses | 39,845 | 304,314 | 400,073 |
Other current assets | 837 | 8,334 | |
Total current assets | 49,094 | 360,774 | 903,277 |
Marketable securities held in Trust Account | 49,992,699 | 234,716,046 | 232,320,844 |
Other assets | 302,847 | ||
Total Assets | 50,041,793 | 235,076,820 | 233,526,968 |
Current liabilities: | |||
Accounts payable | 6,351,857 | 676,652 | 2,810 |
Promissory note - related party | 557,810 | 200,000 | 208,461 |
Accrued professional services fees | 2,414,548 | 3,091,220 | 168,810 |
Accrued expenses | 62,267 | 42,267 | 11,501 |
Total current liabilities | 9,386,482 | 4,010,139 | 391,582 |
Deferred underwriting fees payable | 8,050,000 | ||
Derivative warrant liabilities | 1,001,640 | 614,040 | 12,240,000 |
Deferred legal fees | 343,437 | 343,437 | |
Total liabilities | 10,388,122 | 4,967,616 | 21,025,019 |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at $10.20 and 10.10 per share at December 31, 2022 and 2021, respectively | 49,892,699 | 234,616,046 | 232,300,000 |
Shareholders’ deficit | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | |||
Accumulated deficit | (10,239,603) | (4,507,417) | (19,798,626) |
Total shareholders’ deficit | (10,239,028) | (4,506,842) | (19,798,051) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | 50,041,793 | 235,076,820 | 233,526,968 |
Common Class A [Member] | |||
Shareholders’ deficit | |||
Common Stock, Value, Issued | |||
Common Class B [Member] | |||
Shareholders’ deficit | |||
Common Stock, Value, Issued | $ 575 | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, Redemption price per share | $ 10.57 | $ 10.20 | $ 10.10 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, Shares issued | 0 | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Class A ordinary shares redemption per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, Shares outstanding | 4,718,054 | 23,000,000 | 23,000,000 |
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 0 | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, Shares issued | 5,750,000 | 5,750,000 | 5,750,000 |
Common stock, Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,597,474 | $ 1,444,411 | $ 5,344,586 | $ 2,101,731 | ||
Formation and operating costs | $ 279,246 | $ 4,463,907 | ||||
Loss from operations | (1,597,474) | (1,444,411) | (5,344,586) | (2,101,731) | (279,246) | (4,463,907) |
Change in fair value of derivative warrant liabilities | (554,880) | (63,240) | (387,600) | 10,404,000 | (1,978,800) | 11,625,960 |
Gain on marketable securities, dividends and interest, held in Trust Account | 630,499 | 957,118 | 4,711,256 | 1,121,345 | 20,844 | 2,395,202 |
Transaction costs allocation to derivative warrant liabilities | (396,497) | |||||
Gain on settlement of underwriting fees | 202,458 | 202,458 | 202,458 | |||
Net income (loss) | (1,521,855) | (348,075) | (1,020,930) | 9,626,072 | (2,633,699) | 9,759,713 |
Common Class A [Member] | ||||||
Net income (loss) | $ (685,915) | $ (278,460) | $ (682,886) | $ 7,700,858 | $ (1,322,260) | $ 7,807,770 |
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic | 4,718,054 | 23,000,000 | 11,615,638 | 23,000,000 | 5,158,940 | 23,000,000 |
Weighted average shares outstanding of Class B non-redeemable ordinary shares, diluted | 4,718,054 | 23,000,000 | 11,615,638 | 23,000,000 | 5,158,940 | 23,000,000 |
Basic net income (loss) per share, Class B non-redeemable ordinary shares | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Diluted net income (loss) per share, Class B non-redeemable ordinary shares | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Common Class B [Member] | ||||||
Net income (loss) | $ (835,940) | $ (69,615) | $ (338,044) | $ 1,925,214 | $ (1,311,439) | $ 1,951,943 |
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,116,722 | 5,750,000 |
Weighted average shares outstanding of Class B non-redeemable ordinary shares, diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,116,722 | 5,750,000 |
Basic net income (loss) per share, Class B non-redeemable ordinary shares | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Diluted net income (loss) per share, Class B non-redeemable ordinary shares | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Temporary Equity Class A [Member] | Ordinary Class B Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance as of March 5, 2021 (inception) at Mar. 04, 2021 | |||||
Beginning balance, shares at Mar. 04, 2021 | |||||
Issuance of ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of ordinary shares to Sponsor, shares | 5,750,000 | ||||
Proceeds from the sale of Class A ordinary shares | $ 230,000,000 | ||||
Proceeds from the sale of Class A ordinary shares, shares | 23,000,000 | ||||
Paid underwriters fees | $ (4,600,000) | ||||
Deferred underwriting fees payable | (8,050,000) | ||||
Liabilities associated to Public Warrants | (5,784,500) | ||||
Excess fair value over consideration of the founder shares offered to the anchor investors | (8,306,250) | 8,306,250 | 8,306,250 | ||
Other offering costs | (878,152) | ||||
Excess cash received over fair value of Private Placement Warrants | 4,423,300 | 4,423,300 | |||
Gain on settlement of underwriting fees | |||||
Remeasurement of Class A ordinary shares to redemption value | 29,918,902 | (4,447,725) | (25,471,177) | (29,918,902) | |
Net loss | (2,633,699) | (2,633,699) | |||
Ending balance, value at Dec. 31, 2021 | $ 232,300,000 | $ 575 | (19,798,626) | (19,798,051) | |
Ending balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | |||
Net loss | 3,799,755 | 3,799,755 | |||
Ending balance, value at Mar. 31, 2022 | $ 232,300,000 | $ 575 | (15,998,871) | (15,998,296) | |
Ending balance, shares at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||
Balance as of March 5, 2021 (inception) at Dec. 31, 2021 | $ 232,300,000 | $ 575 | (19,798,626) | (19,798,051) | |
Beginning balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | |||
Gain on settlement of underwriting fees | 7,847,542 | 7,847,542 | |||
Remeasurement of Class A ordinary shares to redemption value | 2,316,046 | (2,316,046) | (2,316,046) | ||
Net loss | 9,759,713 | 9,759,713 | |||
Ending balance, value at Dec. 31, 2022 | $ 234,616,046 | $ 575 | (4,507,417) | (4,506,842) | |
Ending balance, shares at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||
Balance as of March 5, 2021 (inception) at Mar. 31, 2022 | $ 232,300,000 | $ 575 | (15,998,871) | (15,998,296) | |
Beginning balance, shares at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||
Remeasurement of Class A ordinary shares to redemption value | $ 85,071 | (85,071) | (85,071) | ||
Net loss | 6,174,392 | 6,174,392 | |||
Ending balance, value at Jun. 30, 2022 | $ 232,385,071 | $ 575 | (9,909,550) | (9,908,975) | |
Ending balance, shares at Jun. 30, 2022 | 23,000,000 | 5,750,000 | |||
Gain on settlement of underwriting fees | 7,847,542 | 7,847,542 | |||
Remeasurement of Class A ordinary shares to redemption value | 957,118 | (957,118) | (957,118) | ||
Net loss | (348,075) | (348,075) | |||
Ending balance, value at Sep. 30, 2022 | $ 233,342,189 | $ 575 | (3,367,201) | (3,366,626) | |
Ending balance, shares at Sep. 30, 2022 | 23,000,000 | 5,750,000 | |||
Balance as of March 5, 2021 (inception) at Dec. 31, 2022 | $ 234,616,046 | $ 575 | (4,507,417) | (4,506,842) | |
Beginning balance, shares at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||
Remeasurement of Class A ordinary shares to redemption value | $ 2,369,220 | (2,369,220) | (2,369,220) | ||
Net loss | (1,532,112) | (1,532,112) | |||
Ending balance, value at Mar. 31, 2023 | $ 236,985,266 | $ 575 | (8,408,749) | (8,408,174) | |
Ending balance, shares at Mar. 31, 2023 | 23,000,000 | 5,750,000 | |||
Balance as of March 5, 2021 (inception) at Dec. 31, 2022 | $ 234,616,046 | $ 575 | (4,507,417) | (4,506,842) | |
Beginning balance, shares at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||
Ending balance, value at Sep. 30, 2023 | $ 49,892,699 | $ 575 | (10,239,603) | (10,239,028) | |
Ending balance, shares at Sep. 30, 2023 | 4,718,054 | 5,750,000 | |||
Balance as of March 5, 2021 (inception) at Mar. 31, 2023 | $ 236,985,266 | $ 575 | $ (8,408,749) | $ (8,408,174) | |
Beginning balance, shares at Mar. 31, 2023 | 23,000,000 | 5,750,000 | |||
Redemption of Class A ordinary shares | (189,434,603) | ||||
Redemption of Class A ordinary shares (Shares) | (18,281,946) | ||||
Remeasurement of Class A ordinary shares to redemption value | $ 1,711,537 | $ (1,711,537) | $ (1,711,537) | ||
Net loss | 2,033,037 | 2,033,037 | |||
Ending balance, value at Jun. 30, 2023 | $ 49,262,200 | $ 575 | (8,087,249) | (8,086,674) | |
Ending balance, shares at Jun. 30, 2023 | 4,718,054 | 5,750,000 | |||
Remeasurement of Class A ordinary shares to redemption value | $ 630,499 | (630,499) | (630,499) | ||
Net loss | (1,521,855) | (1,521,855) | |||
Ending balance, value at Sep. 30, 2023 | $ 49,892,699 | $ 575 | $ (10,239,603) | $ (10,239,028) | |
Ending balance, shares at Sep. 30, 2023 | 4,718,054 | 5,750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||||
Net income (loss) | $ (1,020,930) | $ 9,626,072 | $ (2,633,699) | $ 9,759,713 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Gain on marketable securities, dividends and interest, held in Trust Account | (4,711,256) | (1,121,345) | (20,844) | (2,395,202) |
Transaction costs allocated to derivative warrant liability | 396,497 | |||
Formation costs funded by note payable through Sponsor | 87,810 | (6,499) | 22,347 | |
Gain on settlement of underwriting fees | (202,458) | (202,458) | ||
Change in fair value of derivative liabilities | 387,600 | (10,404,000) | 1,978,800 | (11,625,960) |
Formation costs paid in exchange for issuance of ordinary shares | (202,458) | 20,421 | ||
Changes in operating assets and liabilities: | ||||
Prepaid and other assets | 271,966 | 286,722 | (702,920) | 390,272 |
Accounts payable | 5,675,205 | 28,540 | 2,810 | 673,842 |
Accrued expenses | (656,672) | 1,383,234 | 97,074 | 2,953,176 |
Net cash used by operating activities | 33,723 | (409,734) | (839,514) | (446,617) |
Cash Flows from Investing Activities | ||||
Redemption of Class A ordinary shares | 189,434,603 | |||
Investment of cash into Trust Account | (232,300,000) | |||
Net cash used in investing activities | 189,434,603 | (232,300,000) | ||
Cash Flows from Financing Activities | ||||
Redemption of Class A ordinary shares | (189,434,603) | |||
Proceeds from promissory note payable - related party | 270,000 | 65,000 | ||
Repayment of promissory note payable - related party | (5,000) | (8,461) | ||
Proceeds from sale of Class A ordinary shares, gross | 230,000,000 | |||
Proceeds from sale of Private Placement Warrants | 8,900,000 | |||
Offering costs paid | (343,437) | (5,317,282) | ||
Net cash (used) provided by financing activities | (189,508,040) | 233,642,718 | (8,461) | |
Net decrease (increase) in cash | (39,714) | (409,734) | 503,204 | (455,078) |
Cash - beginning of period | 48,126 | 503,204 | 503,204 | |
Cash - end of period | 8,412 | 93,470 | 503,204 | 48,126 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Remeasurement of Class A shares to redemption value | 4,711,256 | 1,042,189 | 29,918,902 | 2,316,046 |
Deferred underwriting fees payable | (7,847,542) | 8,050,000 | ||
Offering costs paid through promissory note - related party | $ 201,962 | 126,114 | ||
Initial Class A shares subject to possible redemption | 202,381,098 | |||
Offering costs included in accrued expenses | 83,237 | |||
Offering costs paid through prepaid legal expense funded by sponsor | 4,579 | |||
Offering costs on Founder Shares offered to Anchor Investors | 8,306,250 | |||
Deferred legal fees | 343,437 | |||
Initial derivative warrant liabilities | 10,261,200 | |||
Gain on settlement of underwriting fees | $ (7,847,542) |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity, and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations, Liquidity, and Going Concern | Note 1 - Description of Organization, Business Operations, Liquidity, and Going Concern Organization and General March 5, 2021 As of September 30, 2023, the Company had not yet commenced operations. All activities for the period from March 5, 2021 (inception) through September 30, 2023, relate to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and search of a target for Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 8,000,000 1.00 8,000,000 Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 3,000,000 3,000,000 1,500,000 10.00 30,000,000 Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 1.00 900,000 Transaction costs amounted to $ 21,834,402 8,050,000 4,600,000 9,184,402 8,306,250 Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $ 232,300,000 8,050,000 The Company’s memorandum and articles of association, as amended, provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $ 0.0001 100 30 On March 11, 2023, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company, with company registration number 202300520W (“Amalgamation Sub”), and Aark Singapore Pte. Ltd., a Singapore private company limited by shares, with company registration number 200602001D (“AARK”, together with the Company and Amalgamation Sub, collectively, the “Parties” and individually a “Party”). Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK. AARK is wholly owned by Mr. Venu Raman Kumar (the “Sole Shareholder”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK. Please refer to the Form 8-K that was filed with the SEC on March 20, 2023. On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) and approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). This approval extended the liquidation date of the Company to October 22, 2023. In connection with the vote to approve these proposals, holders of 18,281,946 10.36 189,434,603 48,887,722 4,718,054 On October 16, 2023, the Company held another extraordinary general meeting of where the shareholders approved a proposal to amend the Company’s amended and restated memorandum and Articles to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares sold in the IPO, from 24 25 30 938,987 10.66 10.0 40.3 3,779,067 On June 1, 2023, in connection with the Business Combination, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from the Company. The Company has agreed to issue and sell to the PIPE Investor, an aggregate of 1,033,058 5,000,000 Combination substantially concurrently with the consummation of the PIPE Financing. As of September 30, 2023 no The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 24 100,000 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Going Concern Considerations On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern”. As of September 30, 2023, the Company had a cash balance of $ 8,412 9,337,388 If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2024. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 | Note 1 Description of Organization, Business Operations, and Going Concern Organization and General Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 5, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 8,000,000 1.00 8,000,000 Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 1,500,000 10.00 30,000,000 Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 1.00 900,000 Transaction costs amounted to $ 21,834,402 8,050,000 4,600,000 9,184,402 8,306,250 Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $ 232,300,000 8,050,000 The Company’s memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $ 0.0001 100% 18 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $ 100,000 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Going Concern Consideration On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern”. As of December 31, 2022, the Company had a cash balance of $ 48,126 3,649,365 If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the need for additional liquidity and the pending mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 8,412 48,126 no Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, the assets held in the Trust Account of $ 49,992,699 234,716,046 Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled in the following table: Schedule of Reconciliation of Ordinary Shares Subject To Possible Redemption Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,711,256 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at September 30, 2023 (unaudited) $ 49,892,699 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. Net Loss Per Share of Ordinary Shares Net loss per share of ordinary shares is computed by dividing Net loss by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted loss per share, since the instruments are not dilutive. For the three and nine months ended September 30, 2023, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and nine months ended September 30, 2022, the Company did no The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings is shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value. A reconciliation of net (loss) income per share is below: Schedule of Income Per Share, Basic and Diluted For The For The For The For The Redeemable Class A Ordinary Shares Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares Net (loss) income allocable to Redeemable Class A Ordinary Shares $ (685,915 ) $ (278,460 ) $ (682,886 ) $ 7,700,858 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,718,054 23,000,000 11,615,638 23,000,000 Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 Non-Redeemable Class B Ordinary Shares Numerator: Net (loss) income allocable to non-redeemable Class B Ordinary Shares Net (loss) income allocable to non-redeemable Class B Ordinary Shares $ (835,940 ) $ (69,615 ) $ (338,044 ) $ 1,925,214 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2023 and December 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 48,126 503,204 no Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account of $ 234,716,046 232,320,844 Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table: Schedule of reconciliation of ordinary shares subject to possible redemption Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (21,834,402 ) Fair value of Public Warrants at issuance (5,784,500 ) Plus: Remeasurement of Class A ordinary shares to redemption value 29,918,902 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. Earnings Per Share of Ordinary Shares Earnings per share of ordinary shares is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. For the year ended December 31, 2022, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the period from March 5, 2021 (inception) through December 31, 2021, the Company did no The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of the earnings per share is below: Schedule of income (loss) per share, basic and diluted For The For the Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 7,807,770 $ (1,322,260 ) Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 23,000,000 5,158,940 Basic and diluted net income (loss) per share, Redeemable Class A $ 0.34 $ (0.26 ) Non-Redeemable Class B Ordinary Shares Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 1,951,943 $ (1,311,439 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,116,722 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.34 $ (0.26 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2022 and 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. In August the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2022 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 - Initial Public Offering Pursuant to the Initial Public Offering and the exercise of underwriters’ Over-Allotment option, the Company sold 23,000,000 $10.00 Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant. 1 11.50 18,281,946 4,718,054 Anchor Investors purchased an aggregate of $ 198.6 9.9 99.3 | Note 3 Initial Public Offering Pursuant to the Initial Public Offering and the exercise of underwriters’ Over-Allotment option, the Company sold 23,000,000 10.00 Each Unit consists of one share of Class A ordinary shares and one-half of 1 11.50 Anchor Investors purchased an aggregate of $ 198.6 9.9% 99.3% |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares In March 2021, our sponsor subscribed for an aggregate of 8,625,000 0.001 25,000 2,875,000 8,625,000 5,750,000 750,000 25,000 Ten Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 0.0001 0.005 8,306,250 Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $ 10,000 160,000 160,000 0 30,000 20,000 90,000 Promissory Note-Related Party On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Original Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 180,361 1,500,000 The Amended Note includes a provision that allows the Sponsor to convert up to $ 1,500,000 1.00 557,810 200,000 In addition to the promissory note, the Sponsor has agreed to pay for expenses on the Company’s behalf that are payable on demand. The Company owed $ 222,716 202,716 172,116 50,600 30,600 Private Placement Warrants The Sponsor purchased an aggregate of 8,000,000 1.00 8,000,000 900,000 30 Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1,500,000 1.00 | Note 4 Related Party Transactions Founder Shares In March 2021, our sponsor subscribed for an aggregate of 8,625,000 0.001 25,000 2,875,000 8,625,000 5,750,000 750,000 Ten Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 0.0001 0.005 8,306,250 Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $ 10,000 120,000 20,000 Promissory Note-Related Party On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Original Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 1,500,000 The Amended Note includes a provision that allows the Sponsor to convert up to $ 1,500,000 1.00 200,000 208,461 In addition to the promissory note, the Sponsor has agreed to pay for expenses on the Company’s behalf that are payable on demand. The Company owed $ 202,716 11,500 172,116 0 30,600 11,500 Private Placement Warrants The Sponsor purchased an aggregate of 8,000,000 1.00 8,000,000 900,000 30 Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1,500,000 1.00 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ, the Company agreed to pay the Sponsor or an affiliate thereof in an amount equal to $ 10,000 160,000 0 20,000 160,000 The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The Company paid an underwriting discount of 2.0 3.5 8,050,000 The Company granted the Underwriter a 45 3,000,000 3,000,000 3,000,000 3,000,000 1,500,000 10.00 30,000,000 Effective as of September 30, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting fees of $ 8,050,000 7,847,542 202,548 | Note 5 Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ, the Company agreed to pay the Sponsor or an affiliate thereof in an amount equal to $ 10,000 120,000 Warrant amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The Company paid an underwriting discount of 2.0% 3.5% 8,050,000 The Company granted the Underwriter a 45 3,000,000 3,000,000 3,000,000 1,500,000 10.00 30,000,000 Effective as of September 30, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting fees of $ 8,050,000 7,847,542 202,548 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant Liabilities | ||
Warrant Liabilities | Note 6 - Warrant Liabilities The Company accounted for the 20,400,000 11,500,000 8,900,000 Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 30 12 The exercise price of each Warrant is $ 11.50 9.20 115 The Warrants will become exercisable on the later of: ● 30 ● 12 provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company is not registering Class A ordinary shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen ( 15 The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): ● In whole and not in part; ● At a price of $ 0.01 ● Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $ 18.00 20 30 The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.10 ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. | Note 6 Warrant Liabilities The Company accounted for the 20,400,000 11,500,000 8,900,000 Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 30 12 The exercise price of each Warrant is $ 11.50 9.20 115% The Warrants will become exercisable on the later of: ● 30 days after the completion of the Initial Business Combination or, ● 12 months from the closing of the Initial Public Offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company is not registering Class A ordinary shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): ● In whole and not in part; ● At a price of $ 0.01 ● Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $ 18.00 20 30 The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.10 ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Shareholders’ Deficit | Note 7 - Shareholders’ Deficit Preference shares The Company is authorized to issue 5,000,000 0.0001 no Class A ordinary shares The Company is authorized to issue 500,000,000 0.0001 no 4,718,054 23,000,000 Class B ordinary shares The Company is authorized to issue 50,000,000 0.0001 5,750,000 Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 | Note 7 Shareholders’ Deficit Preference shares The Company is authorized to issue 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 no 23,000,000 Class B ordinary shares 50,000,000 0.0001 5,750,000 Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 8 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Assets That Are Measured at Fair Value on a Recurring Basis Description Level Fair Value September 30, 2023 Marketable securities 1 $ 49,992,699 December 31, 2022 Marketable securities 1 $ 234,716,046 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Liabilities Measured at Fair Value on a Recurring Basis September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 564,650 $ - $ - $ 564,650 Private Placement Warrants - 436,990 - 436,990 Total liabilities $ 564,650 $ 436,990 $ - $ 1,001,640 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ - $ - $ 346,150 Private Placement Warrants - 267,890 - 267,890 Total liabilities $ 346,150 $ 267,890 $ - $ 614,040 On December 9, 2021, the Public Warrants surpassed the 52 no The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities: Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Public Public Total Fair value at January 1, 2023 $ 346,150 $ 267,890 $ 614,040 Change in fair value (loss) 218,500 169,100 387,600 Fair value as of September 30, 2023 $ 564,650 $ 436,990 $ 1,001,640 | Note 8 Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Assets That Are Measured at Fair Value on a Recurring Basis Description Level Fair Value December 31, 2022 Marketable securities 1 $ 234,716,046 December 31, 2021 Marketable securities 1 $ 232,320,844 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Liabilities Measured at Fair Value on a Recurring Basis December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ - $ - $ 346,150 Private Placement Warrants - 267,890 - 267,890 Total liabilities $ 346,150 $ 267,890 $ - $ 614,040 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,900,000 $ - $ - $ 6,900,000 Private Placement Warrants - 5,340,000 - 5,340,000 Total liabilities $ 6,900,000 $ 5,340,000 $ - $ 12,240,000 On December 9, 2021, the Public Warrants surpassed the 52 no The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities: Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Public Private Warrant Warrant Liability Liability Total Fair value at October 22, 2021 $ 5,030,000 $ 4,024,000 $ 9,054,000 Change in fair value 1,870,000 1,316,000 3,186,000 Fair value as of December 31, 2021 6,900,000 5,340,000 12,240,000 Change in fair value (6,553,850 ) (5,072,110 ) (11,625,960 ) Fair value as of December 31, 2022 $ 346,150 $ 267,890 $ 614,040 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9 - Subsequent Events Management has evaluated the impact of subsequent events the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, except as described below, that would have required adjustment or disclosure in the unaudited condensed financial statements. Non-Redemption Agreement On October 8, 2023 and October 10, 2023, the Company and its Sponsor entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Company’s extension or to reverse any previously submitted redemption demand in connection with the Extension with respect to an aggregate of 3,733,263 Trust Agreement and Extension Amendments On October 16, 2023, the Company had an extraordinary meeting and in connection with such meeting, the Company received shareholders approval to amend the Trust Agreement and extended the Company’s for additional period. In connection with the extension proposal, holders of 938,987 10.66 40.3 3,779,067 Registration Rights Agreement Amendment On October 26, 2023, the Company, the Sponsor and the other parties thereto (the “Holders”) entered into an amendment (the “Registration Rights Agreement Amendment”) to that certain registration rights agreement, dated October 19, 2021, among the Company, the Sponsor and the Holders (the “Registration Rights Agreement”), to, among other things, amend the definition of “Founder Shares Lock-up Period” to conform to the amendment to the transfer restrictions contained in the Letter Agreement. Subscription Agreement On October 28, 2023, November 5, 2023, and November 6, 2023, in connection with the Business Combination, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase Class A ordinary shares from the Company. The Subscription Agreement contains customary conditions to closing, including the consummation of the Business Combination. Refer to Form 8-K filed with the SEC on November 6, 2023. Forward Purchase Agreement On November 5, 2023 and November 6, 2023, the Company entered into amendments to the Forward Purchase Agreements (each, a “Forward Purchase Agreement Amendment”) with certain of the FPA Parties. The Forward Purchase Agreement Amendments provide that, among other things, the FPA Party will purchase certain units of shares from the Counterparty, subject to a 9.9% ownership limitation; provided that such number of additional shares that may be purchased from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares. Non-Redemption Agreement On November 3, 2023 and November 5, 2023, in connection with the Business Combination, the Company entered into non-redemption agreements with certain investors (the “NRA Investors”), pursuant to which, among other things, the NRA Investors agreed to reverse the redemptions of up to an aggregate of 1,342,976 Consummation of Business Combination On November 6, 2023, as contemplated in the Business Combination Agreement, the Company consummated the Business Combination, following the approval by the Company’s shareholders at the annual meeting of shareholders held on November 2, 2023. In connection with the closing of the Business Combination, the Company adopted the Memorandum and Articles of Association and changed its name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc. | Note 9 Subsequent Events Management has evaluated the impact of subsequent events through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, excluding the items discussed below, that would have required adjustment or disclosure in the financial statement. On March 11, 2023, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company (“Amalgamation Sub”), and Aark Singapore Pte. Ltd., a Singapore private company limited by shares (“AARK”, together with the Company and Amalgamation Sub, collectively, the “Parties” and individually a “Party”). Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK. AARK is wholly owned by Mr. Venu Raman Kumar (the “Sole Shareholder”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK. Please refer to the Form 8-K that was filed with the SEC on March 20, 2023. |
Description of Organization, _2
Description of Organization, Business Operations, and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations, and Going Concern | Note 1 - Description of Organization, Business Operations, Liquidity, and Going Concern Organization and General March 5, 2021 As of September 30, 2023, the Company had not yet commenced operations. All activities for the period from March 5, 2021 (inception) through September 30, 2023, relate to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and search of a target for Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 8,000,000 1.00 8,000,000 Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 3,000,000 3,000,000 1,500,000 10.00 30,000,000 Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 1.00 900,000 Transaction costs amounted to $ 21,834,402 8,050,000 4,600,000 9,184,402 8,306,250 Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $ 232,300,000 8,050,000 The Company’s memorandum and articles of association, as amended, provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $ 0.0001 100 30 On March 11, 2023, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company, with company registration number 202300520W (“Amalgamation Sub”), and Aark Singapore Pte. Ltd., a Singapore private company limited by shares, with company registration number 200602001D (“AARK”, together with the Company and Amalgamation Sub, collectively, the “Parties” and individually a “Party”). Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK. AARK is wholly owned by Mr. Venu Raman Kumar (the “Sole Shareholder”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK. Please refer to the Form 8-K that was filed with the SEC on March 20, 2023. On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) and approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). This approval extended the liquidation date of the Company to October 22, 2023. In connection with the vote to approve these proposals, holders of 18,281,946 10.36 189,434,603 48,887,722 4,718,054 On October 16, 2023, the Company held another extraordinary general meeting of where the shareholders approved a proposal to amend the Company’s amended and restated memorandum and Articles to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares sold in the IPO, from 24 25 30 938,987 10.66 10.0 40.3 3,779,067 On June 1, 2023, in connection with the Business Combination, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from the Company. The Company has agreed to issue and sell to the PIPE Investor, an aggregate of 1,033,058 5,000,000 Combination substantially concurrently with the consummation of the PIPE Financing. As of September 30, 2023 no The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 24 100,000 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Going Concern Considerations On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern”. As of September 30, 2023, the Company had a cash balance of $ 8,412 9,337,388 If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2024. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 | Note 1 Description of Organization, Business Operations, and Going Concern Organization and General Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 5, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 8,000,000 1.00 8,000,000 Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 1,500,000 10.00 30,000,000 Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 1.00 900,000 Transaction costs amounted to $ 21,834,402 8,050,000 4,600,000 9,184,402 8,306,250 Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $ 232,300,000 8,050,000 The Company’s memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $ 0.0001 100% 18 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $ 100,000 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Going Concern Consideration On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern”. As of December 31, 2022, the Company had a cash balance of $ 48,126 3,649,365 If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the need for additional liquidity and the pending mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 8,412 48,126 no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 48,126 503,204 no |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. | Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, the assets held in the Trust Account of $ 49,992,699 234,716,046 | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account of $ 234,716,046 232,320,844 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled in the following table: Schedule of Reconciliation of Ordinary Shares Subject To Possible Redemption Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,711,256 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at September 30, 2023 (unaudited) $ 49,892,699 | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table: Schedule of reconciliation of ordinary shares subject to possible redemption Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (21,834,402 ) Fair value of Public Warrants at issuance (5,784,500 ) Plus: Remeasurement of Class A ordinary shares to redemption value 29,918,902 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Financial Instruments | Fair Value of Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. | Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. |
Earnings Per Share of Ordinary Shares | Net Loss Per Share of Ordinary Shares Net loss per share of ordinary shares is computed by dividing Net loss by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted loss per share, since the instruments are not dilutive. For the three and nine months ended September 30, 2023, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and nine months ended September 30, 2022, the Company did no The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings is shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value. A reconciliation of net (loss) income per share is below: Schedule of Income Per Share, Basic and Diluted For The For The For The For The Redeemable Class A Ordinary Shares Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares Net (loss) income allocable to Redeemable Class A Ordinary Shares $ (685,915 ) $ (278,460 ) $ (682,886 ) $ 7,700,858 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,718,054 23,000,000 11,615,638 23,000,000 Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 Non-Redeemable Class B Ordinary Shares Numerator: Net (loss) income allocable to non-redeemable Class B Ordinary Shares Net (loss) income allocable to non-redeemable Class B Ordinary Shares $ (835,940 ) $ (69,615 ) $ (338,044 ) $ 1,925,214 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 | Earnings Per Share of Ordinary Shares Earnings per share of ordinary shares is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. For the year ended December 31, 2022, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the period from March 5, 2021 (inception) through December 31, 2021, the Company did no The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of the earnings per share is below: Schedule of income (loss) per share, basic and diluted For The For the Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 7,807,770 $ (1,322,260 ) Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 23,000,000 5,158,940 Basic and diluted net income (loss) per share, Redeemable Class A $ 0.34 $ (0.26 ) Non-Redeemable Class B Ordinary Shares Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 1,951,943 $ (1,311,439 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,116,722 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.34 $ (0.26 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2023 and December 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2022 and 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. In August the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2022 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of reconciliation of ordinary shares subject to possible redemption | Schedule of Reconciliation of Ordinary Shares Subject To Possible Redemption Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,711,256 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at September 30, 2023 (unaudited) $ 49,892,699 | Schedule of reconciliation of ordinary shares subject to possible redemption Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (21,834,402 ) Fair value of Public Warrants at issuance (5,784,500 ) Plus: Remeasurement of Class A ordinary shares to redemption value 29,918,902 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 |
Schedule of Income Per Share, Basic and Diluted | Schedule of Income Per Share, Basic and Diluted For The For The For The For The Redeemable Class A Ordinary Shares Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares Net (loss) income allocable to Redeemable Class A Ordinary Shares $ (685,915 ) $ (278,460 ) $ (682,886 ) $ 7,700,858 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,718,054 23,000,000 11,615,638 23,000,000 Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 Non-Redeemable Class B Ordinary Shares Numerator: Net (loss) income allocable to non-redeemable Class B Ordinary Shares Net (loss) income allocable to non-redeemable Class B Ordinary Shares $ (835,940 ) $ (69,615 ) $ (338,044 ) $ 1,925,214 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares $ (0.15 ) $ (0.01 ) $ (0.06 ) $ 0.33 | Schedule of income (loss) per share, basic and diluted For The For the Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 7,807,770 $ (1,322,260 ) Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 23,000,000 5,158,940 Basic and diluted net income (loss) per share, Redeemable Class A $ 0.34 $ (0.26 ) Non-Redeemable Class B Ordinary Shares Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 1,951,943 $ (1,311,439 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,116,722 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.34 $ (0.26 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Summary of Assets That Are Measured at Fair Value on a Recurring Basis | Summary of Assets That Are Measured at Fair Value on a Recurring Basis Description Level Fair Value September 30, 2023 Marketable securities 1 $ 49,992,699 December 31, 2022 Marketable securities 1 $ 234,716,046 | Summary of Assets That Are Measured at Fair Value on a Recurring Basis Description Level Fair Value December 31, 2022 Marketable securities 1 $ 234,716,046 December 31, 2021 Marketable securities 1 $ 232,320,844 |
Summary of Liabilities Measured at Fair Value on a Recurring Basis | Summary of Liabilities Measured at Fair Value on a Recurring Basis September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 564,650 $ - $ - $ 564,650 Private Placement Warrants - 436,990 - 436,990 Total liabilities $ 564,650 $ 436,990 $ - $ 1,001,640 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ - $ - $ 346,150 Private Placement Warrants - 267,890 - 267,890 Total liabilities $ 346,150 $ 267,890 $ - $ 614,040 | Summary of Liabilities Measured at Fair Value on a Recurring Basis December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ - $ - $ 346,150 Private Placement Warrants - 267,890 - 267,890 Total liabilities $ 346,150 $ 267,890 $ - $ 614,040 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,900,000 $ - $ - $ 6,900,000 Private Placement Warrants - 5,340,000 - 5,340,000 Total liabilities $ 6,900,000 $ 5,340,000 $ - $ 12,240,000 |
Summary of The Changes In The Fair Value of Derivative Warrant Liabilities | Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Public Public Total Fair value at January 1, 2023 $ 346,150 $ 267,890 $ 614,040 Change in fair value (loss) 218,500 169,100 387,600 Fair value as of September 30, 2023 $ 564,650 $ 436,990 $ 1,001,640 | Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Public Private Warrant Warrant Liability Liability Total Fair value at October 22, 2021 $ 5,030,000 $ 4,024,000 $ 9,054,000 Change in fair value 1,870,000 1,316,000 3,186,000 Fair value as of December 31, 2021 6,900,000 5,340,000 12,240,000 Change in fair value (6,553,850 ) (5,072,110 ) (11,625,960 ) Fair value as of December 31, 2022 $ 346,150 $ 267,890 $ 614,040 |
Description of Organization, _3
Description of Organization, Business Operations, Liquidity, and Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Apr. 14, 2023 | Nov. 15, 2021 | Oct. 16, 2023 | Aug. 16, 2022 | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Entity incorporation, date of incorporation | Mar. 05, 2021 | ||||||||||
proceeds from initial public offering | $ 230,000,000 | ||||||||||
Class of warrant or right issued during period, Warrants | 20,400,000 | 20,400,000 | |||||||||
Proceeds from Issuance of Private Placement | $ 8,900,000 | ||||||||||
Offering Costs | $ 21,834,402 | ||||||||||
Deferred Underwriting Fees Payable Non Current | $ 8,050,000 | $ 8,050,000 | 8,050,000 | ||||||||
Underwriting fees | 4,600,000 | ||||||||||
Other Offering Costs | 9,184,402 | ||||||||||
Offering Costs on Founder Shares Offered to Anchor Investors | $ 8,306,250 | 8,306,250 | |||||||||
Investment of cash in Trust Account | $ 232,300,000 | $ 232,300,000 | |||||||||
Period within which business combination shall be consummated from the closing of initial public offer | 24 months | ||||||||||
Temporary equity, redemption price per share | $ 10.57 | $ 10.10 | $ 10.20 | $ 10.10 | |||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | $ 100,000 | |||||||||
Cash | 8,412 | $ 503,204 | 48,126 | $ 503,204 | |||||||
Net working capital | $ 9,337,388 | $ 3,649,365 | |||||||||
Percentage of fair market value of shares repurchased | 1% | ||||||||||
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Percentage of excise tax on certain repurchases of stock at market value | 1% | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Period within which business combination shall be consummated from the closing of initial public offer | 30 months | ||||||||||
Temporary equity, shares outstanding | 3,779,067 | ||||||||||
Minimum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | 80% | |||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Period within which business combination shall be consummated from the closing of initial public offer | 24 months | ||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Period within which business combination shall be consummated from the closing of initial public offer | 25 months | ||||||||||
Common Class A [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Temporary equity stock redeemed during the period shares | 18,281,946 | ||||||||||
Temporary equity, redemption price per share | $ 10.36 | ||||||||||
Repayment of common stocks subject to possible redemption | $ 189,434,603 | ||||||||||
Estimated outstanding balance in restricted assets accounts | $ 48,887,722 | ||||||||||
Temporary equity, shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | 23,000,000 | 23,000,000 | ||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Temporary equity stock redeemed during the period shares | 938,987 | ||||||||||
Temporary equity, redemption price per share | $ 10.66 | ||||||||||
Aggregate redemption amount | $ 10,000,000 | ||||||||||
Estimated outstanding balance in restricted assets account | $ 40,300,000 | ||||||||||
Common Class A [Member] | Public Share [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Percentage of Redemption of Common Stock | 100% | 100% | |||||||||
Period within which business combination shall be consummated from the closing of initial public offer | 30 months | 18 months | |||||||||
Private Placement Warrants [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | 8,900,000 | |||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | |||||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | |||||||||
IPO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period, Shares | 20,000,000 | ||||||||||
Shares issued, Price per share | $ 10 | ||||||||||
proceeds from initial public offering | $ 200,000,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period, Shares | 3,000,000 | 3,000,000 | |||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period, Shares | 3,000,000 | 3,000,000 | |||||||||
Public Warrants [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period, Shares | 1,500,000 | 1,500,000 | |||||||||
Shares issued, Price per share | $ 10 | $ 10 | |||||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | $ 30,000,000 | |||||||||
PIPE Financing [Member] | Subscription Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock allocated to investors | 1,033,058 | ||||||||||
Monetary value of common stock allocated to investors | $ 5,000,000 | ||||||||||
Shares issued | 0 | ||||||||||
Shares outstanding | 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 234,616,046 | $ 232,300,000 | |
Remeasurement of Class A ordinary shares to redemption value | 4,711,256 | 2,316,046 | $ 29,918,902 |
Redemption of Class A ordinary shares | (189,434,603) | ||
Class A ordinary shares subject to possible redemption | $ 49,892,699 | $ 234,616,046 | 232,300,000 |
Gross proceeds | 230,000,000 | ||
Class A ordinary shares issuance costs | (21,834,402) | ||
Fair value of Public Warrants at issuance | $ (5,784,500) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable Class A Ordinary Shares | ||||||
Net (loss) income attributable to parent | $ (1,521,855) | $ (348,075) | $ (1,020,930) | $ 9,626,072 | $ (2,633,699) | $ 9,759,713 |
Common Class A [Member] | ||||||
Redeemable Class A Ordinary Shares | ||||||
Net (loss) income attributable to parent | $ (685,915) | $ (278,460) | $ (682,886) | $ 7,700,858 | $ (1,322,260) | $ 7,807,770 |
Weighted average shares outstanding , basic | 4,718,054 | 23,000,000 | 11,615,638 | 23,000,000 | 5,158,940 | 23,000,000 |
Weighted average shares outstanding , diluted | 4,718,054 | 23,000,000 | 11,615,638 | 23,000,000 | 5,158,940 | 23,000,000 |
Net (loss) income per share, basic | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Net (loss) income per share, diluted | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Common Class B [Member] | ||||||
Redeemable Class A Ordinary Shares | ||||||
Net (loss) income attributable to parent | $ (835,940) | $ (69,615) | $ (338,044) | $ 1,925,214 | $ (1,311,439) | $ 1,951,943 |
Weighted average shares outstanding , basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,116,722 | 5,750,000 |
Weighted average shares outstanding , diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,116,722 | 5,750,000 |
Net (loss) income per share, basic | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Net (loss) income per share, diluted | $ (0.15) | $ (0.01) | $ (0.06) | $ 0.33 | $ (0.26) | $ 0.34 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Cash | $ 8,412 | $ 8,412 | $ 503,204 | $ 48,126 |
Cash equivalents | 0 | 0 | 0 | 0 |
Assets held in trust account non current | 49,992,699 | 49,992,699 | 232,320,844 | 234,716,046 |
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | |
Dilutive securities | 0 | 0 | 0 | 0 |
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 14, 2023 | Oct. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||
Temporary equity stock redeemed during the period shares | 18,281,946 | ||||
Temporary equity, Shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | 23,000,000 | |
Public Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon exercise of warrant | 1 | 1 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Initial Public Offering and Over Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 23,000,000 | ||||
Share price | $ 10 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | ||||
Share price | $ 10 | ||||
Common stock, Conversion basis | Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant. | Each Unit consists of one share of Class A ordinary shares and one-half of 1 one Public Warrant. | |||
Anchor Investors Investment [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from anchor investors for issuance of units | $ 198,600,000 | ||||
Offering Of Units per Anchor Investor Percentage | 9.90% | ||||
Anchor Investors Unit Purchases Percentage | 99.30% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 22 Months Ended | ||||||||
Nov. 15, 2021 | Oct. 22, 2021 | Sep. 17, 2021 | Mar. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Feb. 28, 2023 | Mar. 05, 2021 | Mar. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||||||
Related party transaction administrative service fee payable maximum threshold limit | $ 160,000 | $ 160,000 | $ 160,000 | |||||||||||
Debt instrument outstanding | 1,803,610,000 | 1,803,610,000 | ||||||||||||
Notes payable current | 557,810 | 557,810 | 208,461 | $ 200,000 | $ 200,000 | |||||||||
Accounts payable | 6,351,857 | $ 6,351,857 | 2,810 | $ 676,652 | 676,652 | |||||||||
Class of warrant or right issued during period, Warrants | 20,400,000 | 20,400,000 | ||||||||||||
Proceeds from Issuance of Private Placement | 8,900,000 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | 8,900,000 | ||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | ||||||||||||
Unsecured promissory note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||||||||||||
Debt Instrument, Convertible, Warrants issued | 15,000,000,000 | $ 15,000,000,000 | ||||||||||||
Administrative Service Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Selling general And administrative expense | 20,000 | |||||||||||||
Working Capital Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrants issued price per warrant | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Share price | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||
Accounts payable | $ 172,116 | $ 172,116 | 0 | $ 172,116 | $ 172,116 | |||||||||
Accrued Liabilities | 50,600 | 50,600 | 11,500 | 30,600 | 30,600 | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 8,000,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable current | 557,810 | 557,810 | 208,461 | 200,000 | 200,000 | |||||||||
Other liabilities | 222,716 | 222,716 | $ 11,500 | 202,716 | $ 202,716 | |||||||||
Related Party [Member] | Administrative Service Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Operating costs and expenses | 10,000 | 10,000 | ||||||||||||
Selling general And administrative expense | $ 0 | $ 300,000,000 | 20,000 | $ 900,000,000 | 120,000 | |||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants or rights period upto which transfer is restricted | 30 days | |||||||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | |||||||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Additional Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 900,000 | |||||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Excess fair value over consideration of the founder shares | $ 8,306,250 | $ 8,306,250 | ||||||||||||
Founder Shares [Member] | Ten Anchor Investors [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,250,000 | 1,250,000 | ||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, Shares outstanding | 8,625,000 | 8,625,000 | ||||||||||||
Common stock par or stated value per share | $ 0.001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.001 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||||||
Stock repurchased during period, Shares | 2,875,000 | |||||||||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.005 | $ 0.005 | $ 0.005 | $ 0.005 | ||||||||||
Common Class B [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, Other shares, Outstanding | 750,000 | |||||||||||||
Common Class B [Member] | Founder Shares [Member] | Previously Reported [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, Shares outstanding | 8,625,000 | 5,750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 22 Months Ended | ||||
Nov. 15, 2021 | Nov. 15, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Feb. 28, 2023 | |
Loss Contingencies [Line Items] | |||||||||
Related party transaction administrative service fee payable maximum threshold limit | $ 160,000 | $ 160,000 | $ 160,000 | ||||||
Deferred underwriting fee percent on gross proceeds of the IPO | 0.035 | 0.035 | |||||||
Deferred Underwriting Discount | 8,050,000 | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 | |||||
Overallotment option vesting period | 45 days | 45 days | |||||||
Deferred underwriting fees, Waived | $ 8,050,000 | ||||||||
Gain on settlement of underwriting fees | $ 202,548 | ||||||||
Remaining balance after accumulated deficit | 202,548 | ||||||||
Retained Earnings [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Adjustment to Retained Earnings, Gain on settlement of underwriting fees | $ 7,847,542 | ||||||||
Over-Allotment Option [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Proceeds from the sale of Class A ordinary shares, shares | 3,000,000 | 3,000,000 | |||||||
Public Warrants [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Proceeds from the sale of Class A ordinary shares, shares | 1,500,000 | 1,500,000 | |||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | $ 30,000,000 | |||||||
Maximum [Member] | Over-Allotment Option [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Proceeds from the sale of Class A ordinary shares, shares | 3,000,000 | 3,000,000 | |||||||
Common Class A [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 2% | 2% | |||||||
Administrative Service Fee [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Selling general And administrative expense | $ 20,000 | ||||||||
Administrative Service Fee [Member] | Related Party [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Operating costs and expenses | $ 10,000 | $ 10,000 | |||||||
Selling general And administrative expense | $ 0 | $ 300,000,000 | $ 20,000 | $ 900,000,000 | $ 120,000 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 01, 2022 | |
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right issued during period, Warrants | 20,400,000 | 20,400,000 | |||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | 30 days | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | 12 months | |||||
Number of business day after the closing of the initial Business Combination for registration | 15 days | ||||||
Class Of Warrants Redemption Price Per Unit | $ 0.10 | $ 0.10 | |||||
Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class Of Warrants Redemption Price Per Unit | 0.01 | $ 0.01 | |||||
Common Class A [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||||
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value | 2% | 2% | |||||
Common Class A [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value | 115% | 115% | |||||
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share price | $ 9.20 | $ 9.20 | |||||
Public Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right issued during period, Warrants | 11,500,000 | 11,500,000 | |||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||||
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share price | $ 18 | $ 18 | |||||
Number Of Consecutive Trading Days For Determining Share Price | 20 days | 20 days | |||||
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days | 30 days | |||||
Public Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number Of Consecutive Trading Days For Determining Share Price | 10 days | 10 days | |||||
Private Placement Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | 8,900,000 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - $ / shares | Sep. 30, 2023 | Apr. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |
Percentage of common stock outstanding | 20% | 20% | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 0 | 0 | 0 | |
Common Stock, Shares, Outstanding | 0 | 0 | 0 | |
Temporary equity, Shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | 23,000,000 |
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 | 5,750,000 | |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Investments, at Fair Value | $ 49,992,699 | $ 234,716,046 | $ 232,320,844 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ 1,001,640 | $ 614,040 | $ 12,240,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 564,650 | 346,150 | 6,900,000 |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 436,990 | 267,890 | 5,340,000 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Public Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 564,650 | 346,150 | 6,900,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 564,650 | 346,150 | 6,900,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 436,990 | 267,890 | 5,340,000 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 436,990 | 267,890 | 5,340,000 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Fair value at beginning balance | $ 9,054,000 | $ 614,040 | $ 12,240,000 |
Change in fair value (gain) | 3,186,000 | 387,600 | (11,625,960) |
Fair value as of ending balance | 12,240,000 | 1,001,640 | 614,040 |
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value at beginning balance | 5,030,000 | 346,150 | 6,900,000 |
Change in fair value (gain) | 1,870,000 | 218,500 | (6,553,850) |
Fair value as of ending balance | 6,900,000 | 564,650 | 346,150 |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value at beginning balance | 4,024,000 | 267,890 | 5,340,000 |
Change in fair value (gain) | 1,316,000 | 169,100 | (5,072,110) |
Fair value as of ending balance | $ 5,340,000 | $ 436,990 | $ 267,890 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 10, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Transfers in and out of level 3 | $ 0 | $ 0 | $ 0 | |
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants threshold waiting period for public trading | 52 days |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Apr. 14, 2023 | Oct. 16, 2023 | Nov. 03, 2023 | Oct. 08, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||
Ordinary shares | 3,733,263 | ||||||
Temporary equity, redemption price per share | $ 10.57 | $ 10.20 | $ 10.10 | ||||
Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity stock redeemed during the period shares | 18,281,946 | ||||||
Temporary equity, redemption price per share | $ 10.36 | ||||||
Temporary equity, shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | 23,000,000 | |||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Ordinary shares | 1,342,976 | ||||||
Temporary equity, shares outstanding | 3,779,067 | ||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity stock redeemed during the period shares | 938,987 | ||||||
Temporary equity, redemption price per share | $ 10.66 | ||||||
Estimated outstanding balance in restricted assets account | $ 40,300,000 |
Description of Organization, _4
Description of Organization, Business Operations, and Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Nov. 15, 2021 | Aug. 16, 2022 | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
proceeds from initial public offering | $ 230,000,000 | |||||||
Class of warrant or right issued during period, Warrants | 20,400,000 | 20,400,000 | ||||||
Proceeds from Issuance of Private Placement | $ 8,900,000 | |||||||
Offering Costs | $ 21,834,402 | |||||||
Deferred Underwriting Fees Payable Non Current | $ 8,050,000 | $ 8,050,000 | 8,050,000 | |||||
Underwriting fees | 4,600,000 | |||||||
Other Offering Costs | 9,184,402 | |||||||
Offering Costs on Founder Shares Offered to Anchor Investors | $ 8,306,250 | 8,306,250 | ||||||
Investment of cash in Trust Account | $ 232,300,000 | 232,300,000 | ||||||
Period within which business combination shall be consummated from the closing of initial public offer | 24 months | |||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | 100,000 | ||||||
Cash | 8,412 | $ 503,204 | 48,126 | $ 503,204 | ||||
Net working capital | $ 9,337,388 | $ 3,649,365 | ||||||
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member] | ||||||||
Percentage of excise tax on certain repurchases of stock at market value | 1% | |||||||
Minimum [Member] | ||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | 80% | ||||||
Common Class A [Member] | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | Public Share [Member] | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Percentage of Redemption of Common Stock | 100% | 100% | ||||||
Period within which business combination shall be consummated from the closing of initial public offer | 30 months | 18 months | ||||||
Private Placement Warrants [Member] | ||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | 8,900,000 | ||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | ||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | ||||||
IPO [Member] | ||||||||
Stock issued during period, Shares | 20,000,000 | |||||||
Shares issued, Price per share | $ 10 | |||||||
proceeds from initial public offering | $ 200,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Stock issued during period, Shares | 3,000,000 | 3,000,000 | ||||||
Public Warrants [Member] | ||||||||
Stock issued during period, Shares | 1,500,000 | 1,500,000 | ||||||
Shares issued, Price per share | $ 10 | $ 10 | ||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | $ 30,000,000 |